0000950123-07-012355 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2007 by and among Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York

This Agreement is made as of , 2007 by and between Global Consumer Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).

GLOBAL CONSUMER ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENT
Warrant Subscription Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 1st day of August, 2007, by and between Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and Scott LaPorta (“Purchaser”).

SPONSOR’S CO-INVESTMENT UNITS SUBSCRIPTION AGREEMENT
Units Subscription Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks

The undersigned hereby subscribes for and agrees to purchase 2,500,000 co-investment units (“Committed Co-Investment Units”) of Global Consumer Acquisition Corp. (the “Corporation”) at $10.00 per unit, consisting of 2,500,000 shares of the Corporation’s Common Stock (the “Committed Co-Investment Common Stock”) and 2,500,000 warrants, each to purchase one share of the Corporation’s Common Stock (the “Committed Co-Investment Warrants”) at $7.50 per share, for an aggregate purchase price of TWENTY-FIVE MILLION DOLLARS ($25,000,000) (the “Committed Co-Investment Unit Purchase Price”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ___day of ___2007, by and among Global Consumer Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

AMENDMENT NO. 1 TO GLOBAL CONSUMER ACQUISITION CORP. WARRANT SUBSCRIPTION AGREEMENT
Warrant Subscription Agreement • September 6th, 2007 • Global Consumer Acquisition Corp. • Blank checks • New York

THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (the “Amendment”) is made this 1st day of August, 2007, by and between Global Consumer Acquisition Corp., a Delaware corporation (“Company”) and Hayground Cove Asset Management, LLC, a Delaware limited liability company (“Purchaser”).

GLOBAL CONSUMER ACQUISITION CORP. July 16, 2007
Global Consumer Acquisition Corp. • September 6th, 2007 • Blank checks

This letter sets forth the agreement (the “Agreement”) between Global Consumer Acquisition Corp., a Delaware Corporation (the “Company”), and Hayground Cove Asset Management LLC, a Delaware limited liability company (“Hayground Cove”), in connection with the services to be provided by Hayground Cove. The Company expects to complete an offering of units (the “Offering”) to be listed on the American Stock Exchange (“Amex”). This letter will confirm our agreement that, commencing on the date upon which the units issued in the Offering are admitted to trading on Amex (the “Admission Date”) and continuing until the earlier of the consummation by the Company of a Business Combination (as described in the final prospectus (the “Prospectus”) contained in a registration statement on Form S-1 relating to the Offering) and the Company’s liquidation (the “Termination Date”), Hayground Cove shall:

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